Exhibit 10.29


 


THIRD AMENDMENT TO LOAN AND SECURITY
AGREEMENT


 


This Third Amendment to the Loan and Security
Agreement (this "Amendment"), dated as of July 2, 2020, is entered into among BCSF COMPLETE FINANCING SOLUTION
LLC (the "Company"), as borrower; the Financing Providers party hereto; WELLS FARGO BANK, NATIONAL ASSOCIATION,
in its capacity as collateral agent (in such capacity, the "Collateral Agent"); WELLS FARGO BANK, NATIONAL ASSOCIATION,
in its capacity as collateral administrator (in such capacity, the "Collateral Administrator"); WELLS FARGO BANK,
NATIONAL ASSOCIATION, in its capacity as securities intermediary (in such capacity, the "Securities Intermediary");
WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as bank (in such capacity, the "Bank"); and JPMORGAN CHASE
BANK, NATIONAL ASSOCIATION, as administrative agent for the Financing Providers (in such capacity, the "Administrative
Agent"). Reference is hereby made to the Loan and Security Agreement (as amended by the First Amendment, dated as of January 29,
2020 and as further amended or modified from time to time, the "Loan and Security Agreement"), dated as of April 30,
2019, among parties hereto. Capitalized terms used herein without definition shall have the meanings assigned thereto in the Loan
and Security Agreement.


 


WHEREAS, the parties
hereto are parties to the Loan and Security Agreement;


 


WHEREAS, the parties
hereto desire to amend the terms of the Loan and Security Agreement in accordance with Section 10.05 thereof as provided for
herein; and


 


ACCORDINGLY, the Loan
and Security Agreement is hereby amended as follows:


 


SECTION 1.     AMENDMENTS
TO THE LOAN AND SECURITY AGREEMENT


 


(a)            The
definition of the term "Non-Call Period End Date" in the Loan Agreement is hereby deleted in its entirety and replaced
with the following:


 


"Non-Call Period End Date"
means the earlier of (i) the date on which a Non-Call Termination Event occurs and (ii) January 2, 2022.


 


(b)            The
definition of the term "Compliance Condition" in Schedule 9 of the Loan Agreement is hereby deleted in its entirety and
replaced with the following:


 


"Compliance Condition"
means, on any date of determination, a condition that is satisfied if the LTV Ratio is less than or equal to 58.5%.


 


(c)            The
definition of the term "Maintenance LTV Ratio" in Schedule 9 of the Loan Agreement is hereby deleted in its entirety
and replaced with the following:


 


"Maintenance LTV Ratio"
means 63.5%.


 


(d)            Section 2.03(e) of
the Loan Agreement is hereby amended by inserting "or a prepayment in respect of a Revolving Loan" immediately after
the "by the Company and not from the proceeds of an Advance" contained therein.


 






     


     


    

 


(e)            Section 4.02(a) of
the Loan Agreement is hereby amended by inserting the following text immediately prior to the period at the end of such section:


 


"; provided, further
that Principal Proceeds received in respect of Revolving Loans may be deposited into the Unfunded Exposure Account at the direction
of the Company (or, upon the occurrence and during the continuance of an Event of Default or following the occurrence of a Market
Value Cure Failure, the Administrative Agent) to the extent necessary to cure or reduce the amount of any Unfunded Exposure Shortfall
existing at such time (or, in the case of any Unfunded Exposure Amount in respect of a Portfolio Investment denominated in a Permitted
Non-USD Currency, into the applicable Permitted Non-USD Currency Account)."


 


(f)            Section 6.02(p) of
the Loan Agreement is hereby deleted in its entirety and replaced with the following:


 


"(p)         except
as expressly set forth herein, shall not make any Restricted Payments without the prior written consent of the Administrative Agent;
provided that (i) the Company may make Permitted Distributions, (ii) the Company may make Restricted Payments from the
Excluded Permitted Distribution Account, and (iii) provided that, immediately prior thereto and after giving effect thereto
(x) the Compliance Condition is satisfied, (y) no Default or Event of Default shall have occurred and be continuing and
(z) no Market Value Cure Failure shall have occurred, the Company may assign one or more Revolving Loans to the Parent as
a non-cash dividend, in any case of clauses (i), (ii) or (iii), without such consent."


 


(g)           Section 8.01(a) of
the Loan Agreement is hereby amended by inserting "(or with Principal Proceeds as described in the second proviso to Section 4.02(a))"
immediately after the "The company may (x) make deposits into any Account other than deposits from Principal Proceeds"
contained therein.


 


SECTION 2.     CONDITIONS
PRECEDENT. It shall be a condition precedent to the effectiveness of the amendments set forth in Section 1 of this Amendment
that each of the following conditions is satisfied:


 


(a)            The
Administrative Agent shall have received (i) executed counterparts of this Amendment from each party hereto.


 


(b)            The
Administrative Agent shall have received a certificate of an officer of the Company in form and substance reasonably satisfactory
to the Administrative Agent to the effect that, as of the date of this Amendment: (i) all of the representations and warranties
set forth in Section 6.01 of the Loan and Security Agreement are true and correct (subject to any materiality qualifiers set
forth therein) and (ii) no Default, Event of Default or Market Value Cure Failure has occurred.


 


(c)            The
aggregate outstanding principal amount of the Advances does not exceed the Financing Commitment as in effect upon the effectiveness
of this Amendment.


 


(d)            The
Administrative Agent shall have received an opinion of counsel to the Company in form and substance reasonably satisfactory to
the Administrative Agent relating to the enforceability of this Amendment and certain corporate matters with respect to the Company.


 






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SECTION 3.     MISCELLANEOUS.


 


(a)            The
Required Financing Providers' execution of this Amendment shall constitute the written consent required under Section 10.05
of the Loan and Security Agreement.


 


(b)            The
parties hereto hereby agree that, except as specifically amended herein, the Loan and Security Agreement is and shall continue
to be in full force and effect and is hereby ratified and confirmed in all respects. Except as specifically provided herein, the
execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any party
hereto under the Loan and Security Agreement, or constitute a waiver of any provision of any other agreement.


 


(c)            This
Amendment shall be governed by and construed in accordance with the laws of the State of New York.


 


(d)            This
Amendment may be executed in any number of counterparts by facsimile or other written form of communication, each of which shall
be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one
and the same instrument.


 


(e)            Subject
to the satisfaction of the conditions precedent specified in Section 2 above, this Amendment shall be effective as of the
date of this Amendment first written above.


 


(f)            The
Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Bank assume no responsibility for the correctness
of the recitals contained herein, and the Collateral Agent, the Collateral Administrator, the Securities Intermediary and the Bank
shall not be responsible or accountable in any way whatsoever for or with respect to the validity, execution or sufficiency of
this Amendment and makes no representation with respect thereto. In entering into this Amendment, the Collateral Agent, the Collateral
Administrator, the Securities Intermediary and the Bank shall be entitled to the benefit of every provision of the Loan and Security
Agreement relating to the conduct or affecting the liability of or affording protection to the Collateral Agent, the Collateral
Administrator, the Securities Intermediary and the Bank, including their right to be compensated, reimbursed and indemnified, whether
or not elsewhere herein so provided. The Administrative Agent, by its signature hereto, authorizes and directs the Collateral Agent,
the Collateral Administrator, the Securities Intermediary and the Bank to execute this Amendment.


 






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Exhibit 10.29


 


IN WITNESS WHEREOF,
the parties hereto have executed this Amendment as of the day and year first above written.


 


	 	BCSF COMPLETE FINANCING SOLUTION

                                                                     LLC, as Company

	 
	 	By:	
	 	 	Name:
	 	 	Title:




 






     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                                                     as Collateral
Agent

	 
	 	By:	
	 	 	Name:
	 	 	Title:


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                                                     as Securities
Intermediary

	 
	 	By:	
	 	 	Name:
	 	 	Title:


 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                                                     as Bank

	 
	 	By:	
	 	 	Name:
	 	 	Title:


 





 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

                                                                     as Collateral
Administrator

	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






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	 	JPMORGAN CHASE BANK, NATIONAL

                                                                     ASSOCIATION, as Administrative Agent

	 
	 	By:	
	 	 	Name:
	 	 	Title:




 


 


	 	The Financing Providers
	 	 
	 	JPMORGAN CHASE BANK, NATIONAL

                                                                     ASSOCIATION, as Lender

	 
	 	By:	
	 	 	Name:
	 	 	Title:


 






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